


Peter Parker: The Spectacular Spider-Stud

by kamenhero25



Category: Spider-Man - All Media Types
Genre: Action/Adventure, Comedy, F/F, F/M, Fluff and Smut, Multi, Polyamory, Romance, Smut, Superheroes
Language: English
Status: In-Progress
Published: 2019-04-18
Updated: 2019-07-08
Packaged: 2020-01-15 20:42:11
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 14,400
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18506713
Author URL: https://archiveofourown.org/users/kamenhero25/pseuds/kamenhero25
Summary: Peter knew his luck was terrible, but a dimensional collapse was bad even for him.  But maybe an entirely new world with a new start could be just what he needs to get lucky for once in his life.  Or get lucky a lot in general.





	1. Chapter 1

Peter Parker swung along the streets of New York, the glowing windows of the skyscrapers a blur in his peripheral vision.  He released his web strand for just a moment, letting his momentum carry him into a double flip before he fired another strand.  It hit the next building and the line went taut as he whizzed down the street.  The web-slinger let the web carry him high into the air before he released the line again and he launched himself high enough to clear the next rooftop and land lightly on the edge.

The superhero settled on the lip of the roof and looked out over the bustling streets.  “Street crime is down, all the major players are laying low or in jail, no new psychos have shown up in almost a month…”  He relaxed and let his legs hang over the edge.  “Looks like a quiet night.  Which means I’m probably due for a major catastrophe any day now.”  He sighed and absently rolled his shoulders as a soft, almost sickeningly sweet scent drifted through the air.  Suddenly, he felt the hair on the back of his neck sticking up and a very familiar tingling at the back of his head.  “I had to say it.”  I jumped to his feet as the scent thickened and a cloud of pinkish fog seemed to seep out of the stones at his feet.  Then something clicked and he recognized the familiar swirl of mist.

“Good evening Spider-man.”  The fog parted in front of him and a large web-like throne appeared, with an elderly woman sitting regally on it.

“Madame Web.  It’s been a while since you paid me a visit.  Here to deliver some cryptic wisdom?”

The elderly psychic actually smiled.  “In a sense.  I come to give you a warning of a sort.”

Peter’s shoulders slumped.  He really didn’t need this right now.  “Business as usual then.”

Web nodded and raised one of her hands.  The fog spiraled above her, before parting to reveal a massive web, glowing with golden light.  “I hardly need to explain the concept of the multiverse to you, do I Mr. Parker?”

“I get the general idea,” Peter deadpanned.  He’d been to more than enough alternate universes, timelines, and pocket dimensions to know the concept.

Web nodded again and waved a hand again.  “This is the Web of Fate, a sort of representation of the bindings that hold all realities together.  Every strand representing a bond between worlds, and every intersection another reality.  In fact, ours is right here.”  She pointed right to the middle of the web.  “Now, tell me what you see.”

Peter hopped up to the top of the throne, looking over the glowing strands.  “So we’re the center of the universe and…”  He trailed off as he examined the threads around central axis.  They seemed to be growing shorter, each of the small intersections being pulled in closer to the center.  “Oh.  That’s bad.”

“Bad or good, I really can’t say.”  Spider-man spun around to see the psychic now hovering a few feet behind him rather than sitting below him.  “This is not the first time that I’ve seen worlds come together.  Worlds merging and separating is simply one of many phenomena that I have observed watching the ebbs and tides of many worlds.  But I have never seen our world drawn so close to so many others.”

Peter turned and squatted down on top of the throne.  “So what?  We’re about to get some uninvited guests from another world?”

“If only it were that simple.  At the rate these worlds are drawing closer, they will begin to mingle with our own.  Eventually, they will become part of it.  Indistinguishable from what always was to all but a select few.”

“Let me make a wild guess,” the hero interrupted.  “Me and you?”

“You, certainly,” the fortune teller replied.  “Myself… I cannot say.  I am not entirely certain that I will remain as I am when this world becomes something new.”

Peter tensed up.  “How long to we have?”

“Minutes, at best.”

The hero just shook his head.  “You could have warned me a little bit sooner you know.”  He flipped off the top of the seat and landed on what passed for the ground in Madame Web’s psychic projection.

“If I had known, I would have.”  The psychic walked back over to the throne and sat down again.  “It has been a pleasure to work with you, Spider-man.”

Peter crossed his arms.  “You know, I’m actually going to miss your cryptic hinting.”

Madame Web smiled.  “If I do not see you again, I will miss you too.”

The fog began to boil around them as the strands drew tighter and tighter.  Peter looked up at the web and finally raised a hand to try to ward off the swirling fog.  There was a rush of air and suddenly he was standing back on the rooftop in downtown Manhattan.  The hero looked around for a few moments, taking in the busy city streets.  “Well, Doctor Doom hasn’t taken over the world and everyone has the right number of body parts.”  He fired a web down to the next building and leaped into the empty air.  “Let’s go see what’s what.”

He felt the air rush by his face and the tug of gravity in his gut before the web snapped tight and his momentum carried him forward.  The city seemed nearly indistinguishable from an hour ago as he swung toward Times Square.  “Maybe I got lucky and nothing changed that I’ll need to worry about.”  He flipped twice and landed smoothly on top of another building as the Square came into sight.  The hero didn’t move for a long moment as he considered that thought.  “Of course, that would require me to get lucky for any reason.”  There the glowing street digital billboards scrolled through ads while he sat watching the traffic before a very familiar face scrolled across the massive screen looming over the square.

The Spider-Menace!  Editorial Special by J. Jonah Jameson.  Tonight at 7 PM EST on Bugle TV

Peter stared dumbly at the fifteen foot tall face scrolling across the board in absolute silence for a few long seconds.  “So jolly old JJ has a TV station now?”  He shook himself.  “Great.  Now he can rant about how much of a danger I am to the city to a live audience.”  He sighed as he jumped from the roof and took off down another street.  “I wonder if he still owns the paper…”  He tried to imagine Jameson as a multimedia mogul, sitting behind a desk and presiding over a collection of papers, TV stations, and websites.  It was remarkably easy to picture once he actually thought about it.

There was a soft beep in his ear as the headset he’d integrated into his mask went off.  “A call?”  He reached up with his free hand and brought up the phone screen in his HUD.  And nearly lost his grip as he saw the caller ID.

Gwen Stacy

He slammed into a wall slightly harder than he’d meant to, sending a shudder through his body and he braced himself against the brick.  The headset kept beeping softly as he stared blankly at the name for a few long moments before he reflexively tapped the answer button.  “Hello?”

“Hey Pete.”  The voice echoed in his ear for a moment and he almost missed what she said next.  “I was wondering if you were almost finished up with your ‘second job’ for the night.”

“Second…”  He swallowed hard and tried to force himself to focus.  “Oh right.  Second job.”  He’d talked to people who were technically dead before, but never anyone he actually _knew_.

“You okay, Pete?  You sound off.”

“Fine.  Fine.”  He rubbed his eyes once.  “Just… long night.  Kinda quiet though.  I’m just finishing up downtown.  Then I’m going to head home.”  He really hoped that he still had the same address.

There was a small giggle through the speaker.  “Gotcha.  I’m up near Harlem, so I might be a little bit.  Make sure to give MJ a kiss for me, alright?”

Part of him was extremely glad that he was still apparently living with MJ.  And apparently Gwen was their roommate.  “Sure.  I’ll… see you there.”

“See you at home.”  And then the line went dead.

The phone made a soft whine in his ears for a few moments before he remembered the switch it off again.  Peter stared at empty air for a few moments before he turned and climbed his way up the building so he could reach the rooftop.  Then he dropped heavily down and slumped against the lip of the roof.  “What the hell?”

The superhero sat there for a very long moment, looking up at the sky.  “I have to get home.”  He just hoped that he didn’t have any bigger surprises waiting.  He had enough stress in his life without needing to worry about heart attacks too.


	2. Chapter 2

Peter landed on the wall of the apartment he shared with Mary Jane.  Or at least what he hoped was still the apartment he shared with Mary Jane.  The superhero poked his head out and looked through the window.  He let out an audible sigh of relief as he saw his girlfriend sitting on the couch, her eyes focused on a tablet in front of her.  Her hand moved quickly over the screen, drawing something with a slim stylus.  He knocked on the window once so he didn’t startle her before he pushed it open and swung inside.  “Honey, I’m home!”  He pulled his mask off, shaking his head once to loosen up his hair.

Mary Jane looked up from her tablet and smiled.  “Welcome home, Tiger.”  She smiled and set it aside.  The red-head got to her feet and wrapped her arms around his waist.  “I was starting to wonder just where you’d run off to.”

“Got a little held up downtown.  I had a little run in with our favorite fortune teller.”

MJ sighed.  “Nothing bad I hope.”

“Cryptic as always, but nothing cataclysmic has happened yet.”

The model smiled.  “Perfect.  Then I won’t have to worry about you running off in the middle of the night.”  She leaned in and kissed him.

Peter could smell the soft scent of her perfume wrap around him as their lips met and he pulled her in closer for a few moments.  He was sure that he was grinning like an idiot when they parted again.  “Gwen says hi by the way.”

MJ chuckled.  “Good to know.”  She stepped back and brushed her hair over her shoulder.  “When you two were late, I ordered dinner for a little later.  So we have the rest of the night all to ourselves.”  Her lips twitched up into a small smile.  “You know.  I just got the new lingerie set that I was working on.  I could try it on.  Second opinions are always an important part of the creative process.”

Peter felt blood rushing to some very interesting places.  “Well… Gwen will be home soon.”

His concern was met with a giggle.  “Good point.  I’ll have to make sure to change quick then.”  MJ winked and turned to the bedroom.

Peter took his time watching her hips sway as she walked, enjoying the sight.  _“I probably use up all of my luck having a girlfriend this perfect.”_   He let himself grin like an idiot freely as he sat down on the couch and took a look at what Mary Jane was working on.  The screen of her computer displayed a vaguely male figure with a jacket and a sharply cut shirt.  “Not bad.”  He was starting to learn far more about fashion than he’d ever thought he would.  It was hard for him not to when MJ had started designing as well as modeling.

There was a thump on the wall outside and he tossed the tablet onto the pillows as he immediately jumped to his feet.  There was a moment of silence and he waited for the telltale tingle of his Spider Sense, but there was nothing.  Then a white masked face poked through the window and a female figure in a white spider-themed costume swung inside.  The coloring looked more like one of his black suit phases than his regular blue and red and a hood was pulled up over the mask.  “Hey Pete.  Hope you weren’t waiting too long.”

“Gwen?”  Gwen had spider powers?  Gwen was swinging around the city in a spider costume?  Peter felt his usual sense of balance abandon him and his world tilted on its axis.  He was snapped back to reality as Gwen stepped forward and poked him in the forehead.  His arms flailed for a few moments before he hit the couch again and he let out a grunt.

“Earth to Pete.”  Gwen pulled down her hood and tugged her mask off, letting her golden hair fall around her face.  “You still in there?”  Peter tried not to stare deep into her bright blue eyes as he tried to process what was right in front of him.

He reminded himself that he had a beautiful girlfriend in the next room who was currently getting dressed up just for him.  “Sorry.  Just got lost in my head for a second.”  He smiled in spite of himself.

Gwen grinned and dropped onto his lap.  “You’re really good at that.”  Peter jumped slightly as he felt her weight on his body.  “I thought MJ was working on getting to stop moping so much.”

“What can I say?” The hero shrugged.  “I’m a professional angster.”

Gwen giggled.  “Sad, but true.”  Then she leaned in.

The web slinger’s brain went into overdrive as the blonde cupped his cheek and their lips met.  Memories of many previous kisses rushed through his mind, along with an image of blonde hair streaming around her head as she tumbled downward.  He forced the thoughts down and tried to focus on the fact that Gwen was kissing him.  Gwen was kissing him and Mary Jane was in the next room.  His heart was making a very good attempt to beat its way out of his chest, despite his brain refusing to actually process anything other than the fact that Gwen was kissing him and _Mary Jane was in the next room_.

He could almost hear the bell tolling his end when he heard the sound of a throat being cleared behind him.  “Hi Gwen,” Mary Jane said.

“Uh… I can explain?”  Peter had absolutely no idea how, but he was sure he could come up with something as soon as his brain started working again.  He half turned and all thought left his mind again.  Mary Jane stood in the doorway of the bedroom dressed in white from head to toe.  Her top was barely more than a thin veil of gauzy fabric that left absolutely nothing to the imagination while her panties were a lacy white number that offered just a hint of what was underneath.  Matching stockings ran from her feet up to her mid-thigh.

The model frowned as she walked over to the couch.  “I’m very disappointed in you two.”  She leaned over so her head was right above Peter and Gwen’s.  “You know I don’t like when you two start without me.”  Then she cupped Gwen’s cheek and pulled her face up into a hard, fast kiss.

Peter’s jaw dropped just a little and his eyes nearly bulged out of his head.  He glanced down at his crotch.  _“I’m going to need to find a way to hide a hard-on in this costume.  Because this is one image I’m never going to forget.”_

The two women finally broke apart, with MJ licking her lips.  “Damn,” Gwen muttered as she rubbed her spandex covered crotch against his.  “It looks like Pete really likes your new outfit.  Or maybe he’s just backed up and raring to go tonight.”

Peter forced himself not to groan.  _“Maybe this new world thing will work out alright after all.”_   He cleared his throat.  “You two are just…”  He wasn’t sure there were words for what he was thinking at the moment.  “So amazing.”  He finished lamely.

“You’re pretty amazing yourself,” Mary Jane replied.  Then she leaned down and kissed him again.  “How about you two get out of those sweaty costumes and come join me in the bedroom?”

Gwen actually purred from her spot in Peter’s lap and he could feel her ass moving against his crotch again.  “Give me five minutes to clean up in the bathroom.”  She planted one more kiss on Peter’s cheek before she hopped to her feet and disappeared into the bathroom.

“I’ll be waiting for you both,” MJ said with a wink.  She turned and practically strutted back to the bedroom.

Peter sat very still on the couch for a few moments, staring dumbly into space.  _“I can’t believe that just happened.”_   He tried to take a few deep breaths and let the blood leave his dick and flow back to his brain.  This was the time to think logically.  Part of him was sure that this was because of the time-space nonsense had twisted reality.  Another part of him was having an enormous amount of trouble caring.  And even if it was clearly the result of the dimensional shift, it was really more of a natural phenomenon than any sort of intentional change.  It wasn’t like it was his fault.  Or anyone’s fault really.  So maybe he should just roll with it.

“I wouldn’t buy that excuse if it was on sale.”  He groaned and slumped back on the cushions.  What the hell was he going to do?  The question bounced around for a few moments before the obvious answer came to him.  “The truth will set you free…”  He sighed a rubbed his eyes.  “Time to face the music.”

He got to his feet and headed for the bedroom and possibly certain death.  The door swung open and for a moment he was very tempted to forget the plan.  Mary Jane was sprawled out on the bed, her body proudly on display for him.  Her skin almost seemed to glow and her hair fanned out around her face, forming a fiery halo as she gave him a seductive look.  Then her expression changed when she saw his face.  “Uh oh.  Peter, I know that look.  It’s the look you get when you’re blaming yourself for something.”

“I’m not…”  He hesitated.  Maybe he did blame himself every once in a while.  But he usually had a good reason for it.  Usually.  “I’m not blaming myself.  But something happened and you have the right to know about it.”

MJ sat up and pulled a sheet up to cover herself.  “What’s wrong?”

“Let’s wait for Gwen.  She should hear this too.”  The red-head nodded and shifted aside to let him sit next to her.  He dropped onto the bed and he felt her hand slide over his.  Her fingers squeezed his and she smiled encouragingly as they waited.

It was only a few moments before the door opened again and Gwen strolled in, wrapped in a snowy bathrobe decorated with a fine black web pattern.  She stopped when she saw the two of them leaning against each other on the bed.  “What’s wrong?”

Peter chuckled despite himself.  “We’ve talked about the multiverse before, right?”

“We’ve been to different worlds before,” Gwen replied.  She looked at Peter’s face and sighed.  “Are you about to say that you’re from a different reality or something?”

“Not… exactly.”  Peter shook his head.  “There was sort of a multiverse collision and I think elements from different universes ended up sort of… jammed together.  And I’m not entirely sure that we have the same history, but we’re might be stuck together from now on.”

One of MJ’s eyebrows popped up.  “And we don’t notice the difference because…?”

Peter just sighed.  “I might be the only person who does.”

“You really have a talent for being jammed right in the middle of the shit storm, don’t you,” Gwen added dryly.  “So assuming we’re actually from different worlds, do our worlds actually still exist?”

“Probably not.”

Gwen sighed.  “Okay.  So what’s changed?”

Peter rubbed the back of his head with his free hand.  “Uh… Jameson is louder now?  And we weren’t together.  Oh, and Gwen didn’t have spider powers.”

“That’s it?” Mary Jane cocked her head.  “Sounds like a net improvement to me, even with Jameson.”

“Net improvement?” Gwen asked, her voice a teasing lit.

“I hang around you nerds enough to use science lingo,” MJ countered with a playful smile.

“And are you still heroic and selfless?” Gwen asked Peter.  “And kind and generous?  Brilliant?  Constantly late?  Beset by moodiness at the worst times?”

“Mostly,” Peter agreed reluctantly.  Was he really that moody?

“And do you love both of us?”  Gwen and MJ both managed to look straight into his eyes at that.

The superhero didn’t bother to actually think about the answer.  He honestly didn’t need to.  “Yes.  With all my heart.”

“Then you sound like the same Peter Parker to me,” MJ added.  “Who knows?  Maybe you’re actually our Peter and the Peter from the other world mixed together and you don’t realize it.”

Peter shivered slightly.  “Well, that might be the biggest identity crisis I’ve had since that cloning mess,” he muttered.

There was another mutual shudder from all three of them.  “Let’s not get into that again,” Gwen said quickly.  “If I never have to meet another clone, it will be entirely too soon.  But…”  She trailed off for a moment.  “Pete’s existential crisis aside, can we all agree that we still feel like us?”  The other two nodded.  “And that we love each other and are fine being here?”  More nods.  “Fantastic.  Now come here and give mama some sugar.  I had a long day and I need my love bugs.”  The blonde let her robe fall and Peter had just a moment to admire her completely naked body before she jumped onto the bed and nearly knocked him on his back.

“Are you sure you feel like you?” Peter asked.  “Because I don’t remember you ever being this… eager.”

The blonde grinned.  “Your Gwen didn’t have a super model and a superhero to drag her into bed.”

Peter smiled and peeled his shirt away, exposing his well-muscled chest as he tossed the top half of his costume away.  “You make a convincing argument Miss Stacy.”

“That she does.”  MJ let the sheet fall and rose to her knees.  She leaned in and placed a kiss on Peter’s cheek then a matching kiss on Gwen’s.  “I think she deserve to be the center of attention while we wait for dinner.”

Peter felt his cock pulse in his tights as Gwen moaned and rubbed her naked crotch against his, leaving a slightly wet spot on the outside of the suit.  “I couldn’t agree more,” he said.  He reached down and slowly dragged his thumb up and down Gwen slit, feeling her wetness building on her lips.

The blonde mewled at his soft teasing and her lips parted.  “Peter…”  She licked her lips and bucked against his crotch again.  A small hiss escaped his lips as he felt his hardness pulse again.

“You want top or bottom?” MJ asked as she slid behind Gwen, cupping her breasts from behind and running her fingers over her nipples.

Peter looked at Gwen’s expression.  “Bottom.”

“Good choice, Tiger.”  MJ smiled as they guided Gwen down onto the sheets.

Peter paused just long enough to pull off his tights, finally letting his hard-on spring free.  The eight inch pole jumped to full attention and he sighed with relief as he felt it free from the tight confines of his costume.  Gwen licked her lips and spread her legs, exposing her wet, pink hole to him.  “Are we good?” Peter asked.  “Or do I need to grab a rubber?”

“We’re good,” Gwen said, sounding slightly out of breath.  “Don’t hold back on me.”

Mary Jane just smiled as she wiggled her hips, working her lacy panties down her legs and tossing them aside as she crawled across the bed until she was straddling Gwen’s face.  “Just don’t get too distracted,” the red-head said.  “I need a little attention too.”  Gwen replied by pulling MJ’s hips down and burying her face in the model’s pussy.

Peter took a moment to appreciate the sight of Gwen eating out Mary Jane like there was no tomorrow before he pressed the swollen head of his cock against her pussy and guided it inside.  The warmth of her body enveloped his cock, sending a jolt of pleasure through his body before he adjusted to the unfamiliar feeling of her pussy.  A slightly muffled moan emerged from between Mary Jane’s legs as he began to pump in and out, egging him on.  He hooked his arms under her knees and lifted them him, giving him more room to drive his cock deep into her pussy without disrupting her work on Mary Jane’s cunt.

Dual moans from the two women told him he was doing something right.  He picked up his pace just a little bit and enjoyed the sound of Gwen’s moans growing louder as he fucked her.  Her pussy clenched and released around him just a bit each time he drove in, dragging moans from his own lips as well.  “Fuck.  You’re so tight…”  He groaned and felt his cock throbbing inside her almost in time with the pulses of her cunt.

Mary Jane cried out as her hips began to move against Gwen’s face.  “She’s greedy tonight,” the red-head purred.  She reached down and braced herself on Gwen’s breasts, squeezing the full breasts as she rode her face.  “I can feel her hot little tongue getting deep inside me.  She’s hitting all the right spots.  It’s like she wants my orgasm so bad.”

Peter grunted as he adjusted his grip.  “Her pussy is working me to.  You think she wants it that bad?”  He thrust in deep and hard to draw another loud moan from Gwen with his last words.

“Yesss…”  Came a muffled replied from between Mary Jane’s legs.  He could see Gwen’s tongue working overtime, diving deep into the red-head’s pussy.  Her arms reached up and pulled her closer to her face, holding Mary Jane’s pussy tightly against her mouth and making sure there was no escape from her eager tongue.

Peter smiled.  “Then let’s make sure she gets it.”  He leaned down and caught one of Mary Jane’s nipples in his mouth as he pounded into Gwen again.  Both of the women cried out from the sudden assault and MJ’s hips bucked again.

“I’m going to cum if you keep that up,” the red-head gasped.

Peter’s only response was to switch to the other nipple, running his tongue in a circle around the hard point while his hips maintained their steady rhythm inside his other lover.  He made sure to run his tongue over every inch of her creamy breasts, thoroughly exploring the soft mound and taking his time to enjoy Mary Jane’s body.  By the time he finally got back to the other nipple, he could feel both of their bodies beginning to tense up and his own balls were more than ready to erupt.  He focused himself, pushing back the peak for the last few moments he needed to drive them over the edge.  Mary Jane cried out and Gwen moaned into her pussy as both of them trembled from their shared climax.  Peter groaned as he felt Gwen’s pussy tighten around him and he let himself go.  The pleasure rushed through his body as he came hard, pumping his load deep inside her in long, thick bursts.

All three of them toppled to the bed in a messy pile, panting and their bodies slightly glistening with sweat and a little arousal.  “So…” MJ said after a moment to catch her breath.  “Think we have time for round two in the shower before the delivery guy gets here?”


	3. Chapter 3

Peter felt his back crack as he stretched.  The morning sunshine spilled through the gaps in the curtains and he could feel its warmth, even with the two warm bodies on either side of him.  He felt a smile come to his lips as he looked at the two women lying beside him on the bed.  “Morning, tiger,” MJ murmured as she rolled over.

“Morning,” Peter replied as he carefully extracted himself from under the sheets.

“What time is it?” the red-head murmured as she reached around for her phone.

Peter glanced over her shoulder.  “Time for me to grab breakfast if I want to have time for a quick patrol through the city before heading to work.”

Gwen groaned and brushed her hair out of her eyes.  “Do you actually remember where you work?” she asked.

Peter stopped.  “Uh…”

Both of his girlfriends giggled.  “Horizon Labs.” Gwen supplied.

“Right.  Then I absolutely know where I work.”  He hopped out of bed and rolled his shoulders.  “How about I put some breakfast together?”

“Thanks, Pete.  You’re the best.”  Gwen hopped out of bed, letting the sheets fall off of her naked body.  Peter took a few moments to appreciate the view before he headed to the kitchen to whip up something to get them through the day.

Half an hour and three plates of sliced fruit and pancakes later, Peter dove out the window of the building, letting the cooler morning air stream past his face before he fired a web upward and caught himself on one of the buildings and swung up to the opposing rooftop.  He heard an excited shout behind him and saw the white blur of Gwen as she swung past and flipped through the air.  “I’ll take the short way downtown!” she called back.  “See you at work!”  Peter grinned as he watched her disappear around a corner for a moment before he leaped into the air again and swung the opposite direction down the street.

He managed to make it about halfway there before he saw something out of the corner of his eye.  A figure dressed in dark clothes dashed across a rooftop, flipping between one roof and the next.  A very familiar figure.  “Oh boy…”  Peter sighed as he fired another web line and pulled himself down onto the roof.  “I hope you’re on your best behavior.”

Black Cat smirked as she stopped at the edge of the roof and turned to face him.  “Why?  Are you going to have to punish me if I’m being a naughty kitty?”

Peter was always a little glad that his mask hid any blushes when Felicia was in one of these moods.  “I think that might be a job for the police.”

“Aw, but they’re so much less _fun_ ,” Felicia purred.  Then she shrugged.  “Unfortunately, I’ve been on the straight and narrow ever since the last time I got out of trouble.  I was actually hoping I’d run into you.”

Peter cocked his head.  “Why do I have a feeling that this is going to be trouble for everyone?”

The former thief just smirked.  “Aw, don’t be like that Spider.  This is actually your kind of thing.”  She reached into her cleavage and pulled out a flash drive.  “How much do you know about Web Corp?”

Peter raised an eyebrow, making his mask’s eyepiece shift slightly.  “They’re a biotech company right?  They’ve always been a little overshadowed by Oscorp and Horizon.”

Cat smiled and tossed the flash drive in his direction.  “Bingo.  I was hired to do a little poking around.  A former customer seems to be worried that they’re up to no good with something.”

“And let me guess,” Peter said as his hand flicked up to grab the drive out of the air.  “This is evidence and you need me to take a look at it for you.”

Felicia stepped forward and patted him on the cheek.  “You are the smart one after all.  I might even be convinced to give you a little… reward if you help me out.”  She leaned forward, giving him a perfect line of sight on her breasts.

“You do remember that I’m in a relationship right now,” Peter deadpanned.

The cat burglar sighed.  “The ball and the chain still being stubborn about that?  She-Spider really is insistent on me being ‘official’ isn’t she?”

_“What the fuck have Gwen and Felicia been talking about?”_   Peter schooled his face and forced himself not to react.  “Would it really be that bad?”

Felicia leaned back and sighed softly.  “I don’t do tied down very well.  You know me.”

The hero reached out and took her hand.  “You used to say that about going straight too.  But you could give it a chance.  You never know.  You might actually find out that you like it.”

For just a moment, he thought he saw a thoughtful look on her face.  “I might think about it.  After we take care of my case.”  She poked the drive against his chest.  “I’ll stop by your place tonight to go over things.”  Then she leaned in and placed a soft kiss on his cheek.  “See you later, Spider.”  Then the vigilante smirked and let her body fall over the edge of the building.  There was a soft pop and he saw a grappling hook fire out to the next building as Felicia pulled herself across the street and dashed off into the distance.

Peter stayed there for a few moments, watching the dark-clad woman run off across the rooftops. Then an alarm softly beeped in his ear.  “Even in a new universe, I still can’t get to work on time.”  He sighed and jumped off the roof.  He just hoped no one would notice.

\------------------------------

Peter was munching on a sandwich at his desk before he got around to digging Felicia’s flash drive out of one of his inner pockets.  He turned it over in his hands once.  It was seemingly innocuous, but this wouldn’t be the first time Felicia had played him.  He unplugged his desktop from the network cable before sliding the drive into its port and booting up the virus scan.  The icon spun slowly while he tapped his fingers against the desk.  After several long moments, it came up negative.  He breathed a small sight of relief and opened up a few folders.

List after list of lab reports and research summaries unfolded in front of him, filling several windows.  Most of them were labeled with simple alphanumeric sequences, but as he rolled back further, a few with simple titles started to appear mixed in.  The term ‘Subject A’ appeared on more than a few files, along with dates stretching back for years.  He clicked through a few and felt his lips turn down in a frown.  “Medical reports?” he muttered under his breath.  For a few moments he wondered if Felicia had ‘visited’ a hospital without telling him.  Not that they told him much without proper context.  He closed the files and rolled down through the list of files again.  His heart nearly stopped when he neared the bottom of the page.

_Spider #6_

A cold chill ran down his spine.  “That can’t be a coincidence.”  It was never a coincidence when he got involved.  The mouse cursor swiped over the icon and he clicked on the files.  He ran down the lines of text and felt his stomach drop.  He didn’t understand every word on his first scan, be he recognized genetics when he saw it.  And he recognized plentiful references to his own abilities.

“Hey Pete.”  He half turned his chair as Gwen leaned over and put her head on his shoulder.  “Are you working through lunch again?”

“Not exactly.”  He tried to smile.  “Felicia stopped me on the way in today.”

Gwen’s face immediately soured.  “And let me guess.  She was being _her_ again.  She knows that we need to come to a few agreements before she gets with any of us again.”

Curiosity warred with practically for a few moments in Peter’s head before he forced himself to focus.  But he _really_ needed to ask what Gwen and Felicia had been talking about later.  “Not quite.  She wanted my help on a case and it doesn’t look good.”

“How ‘not good’ are we talking?”  She leaned forward and spun the mouse wheel to run through the document.  “Oh.”

“That’s one way to put it.”  As they reached the bottom of the page, Peter suddenly snapped his hand out and grabbed Gwen’s wrist.  “Wait.  Does that look familiar to you?”  He pointed to the very last line of the document.  Gwen narrowed her eyes and followed his finger to the signature at the bottom of the page

_M. Warren_

“Oh my god.”  Her cheeks paling told Peter that she was thinking exactly the same thing that he was.  “Why does this still exist?!  I thought we were done with clones.”

“We might not be that lucky.”  Peter closed the files and pulled the drive free before reconnecting his computer to the network.  “Felicia is coming by tonight to see what I found.  I think we’re going to be doing a little digging at Web Corp.”

“I guess we’re digging out the old stealth suits then.”

Peter shook his head.  “I want you waiting outside.  If we do run into more Spider clones, I want at least one person outside the trap to save my ass.”

“And that conveniently keeps me out of danger, right?”  Gwen gave him a thoroughly unimpressed look.  “Tell me that the new you isn’t going to get overprotective.  Because MJ and I will make you sleep on the couch if you try to leave us behind.”

Peter tried very hard to suppress the memory of a blonde body tumbling off the Brooklyn Bridge.  “I’m not going to apologize for trying to keep the people I love safe.”

Gwen poked him in the chest and made his chair slide back a few inches.  “And I think the same way.  So let us keep you safe too, dumbass.”

“You, I can’t really argue, but there’s only so much that MJ can do when another super villain comes to wreck the city or kill me or take over the world or…”

The blonde cut him off with a laugh.  “Wait, was MJ not… oh, hang on.  I need to call her.”  She pulled out her phone and Peter raised an eyebrow questioningly as she hit one of her contacts.  Gwen just raised a finger in a ‘wait’ gesture.  “Hey, MJ.  Yeah.  Okay, you need to hear this.  Apparently in the world Pete’s from, you weren’t in on the fun.”  There was a long moment of silence as, presumably, Mary Jane was replying.  “I know.  Just wear it when we get home today.  Oh, and Felicia will be over for dinner.”  Another pause.  Peter crossed his arms and stared pointedly at Gwen as he waited.  “Alright.  Love you too.”  She ended the call with a tap of the screen.

“You’re not going to explain that, are you?” Peter asked, already knowing the answer.

“You’ll see when we get home tonight.”

Peter sighed.  “Of course.”

\------------------------------

Despite their masks, Peter could feel the smug look on Gwen’s face as they swung back toward their apartment.  He’d gotten surprises from girlfriends before.  Sometimes very nice surprises.  But she didn’t need to be so proud of herself.  They both landed lightly on the large windows that decorated their living room.  Peter had to admit, he was developing an appreciation for modern design.  All those open concepts and natural lighting designs were great for getting around when you were a super hero.

He pushed open the window and let Gwen climb inside first before he pulled his own body through the large gap.  “Hey MJ.”  He stopped and looked around, but the red-head was nowhere to be found.  “MJ?”

“Up here.”

Peter’s gaze turned upward and he saw Mary Jane clinging to the ceiling in a skin-tight red and white spider costume.  Her skin was completely covered, save for her hair, which was pulled back in a bun, and the area around her mouth.  He could see her lips painted a brilliant crimson that made them stand out from her pale skin.  “Do I need to start asking everyone I know if they have spider power?” he quipped, trying to cover his surprise.

Mary Jane just chuckled and pushed off from the ceiling, landing easily on the floor.  “That might start raising some questions,” she teased.

Peter let his eyes run over Mary Jane’s body.  “That outfit doesn’t leave many questions to ask,” he muttered, enjoying how the spandex clung to her curves.

The model’s lips twitched up into a smirk.  “Mmmm.  I see you liking our outfits hasn’t changed.”

“I’ll get used to it quick enough,” the hero said quickly.  “Just adjusting to seeing you two dressed up like that.”  He’d stopped staring at superheroines in skimpy outfits when he was seventeen.  Mostly.  He was not going to revert to being a horny teenager again just because he had a couple of girlfriends who were wearing the outfits now.”  No matter how tempting it was.

“I can see that,” Mary Jane purred.  She looked knowingly down and pressed her body against his.

Peter took a deep breath and tried to count to ten.  “You’re not exactly helping.”

Behind him, Gwen laughed.  “You two can have fun.  I’ll get dinner on.”  She waved playfully and pulled her hood down and mask off before heading into the next room.

Mary Jane waved back and smiled wickedly.  “Well.  How about we do an old favorite?”  She slid down to her knees and hooked her fingers around the waistband of his pants.  Her hands pulled his pants down, letting his cock spring free and lay across her face.  “Mmmmm, I love your cock.”  She placed a kiss on the underside of his shaft and ran her tongue along the length.

“Fuck,” Peter hissed.

MJ’s mouth slowly moved down his shaft again, placing soft, teasing kisses with every inch and making his twitch.  Precum began to bead on his tip as he felt himself jerk in her hand.  “And I love these big full balls too,” she added, almost as an afterthought.  Her tongue lazily lapped over the heavy orbs, sending a few shivers down his spine before she worked her way back up the shaft.

Peter gritted his teeth and reached down to run his fingers through her hair.  “Are you going to just keep teasing me all night?”

“Well I could…”  MJ licked her lips.  “But I just can’t help myself.”  Then she spread her lips and took half of him in one quick movement.  Peter groaned as the warmth of her mouth surrounded his cock and she began to bob up and down.  He was tempted to grab her bun as a handle and push her deeper, but he restrained himself.  Her head moved up and down, slowly working more and more of his cock into her mouth.

The soft sound of her gagging slightly as his tip pressed against the back of her throat sent a shiver down his spine and he felt his balls tighten.  “I hope you’re thirsty MJ…”

The red-head responded by moving her mouth faster and moaned around his cock.  He could feel her throat vibrate from the sound, making his cockhead throb and swell.  One of her hands slid down between her legs and started to rub up and down against her covered slit.

The sight sent one more surge of pleasure through his body and he finally lost his self-control.  He gripped her bun and forced his cock in deep again.  “Here it comes!”  He groaned and felt his balls tighten a second time as he came hard.  MJ’s eyes widened for a moment and then she started to gulp down his load, her throat pulsing around his tip as she swallowed shot after shot of his thick cream.  Finally, he felt his body relax and loosened his grip.

Mary Jane pulled back and took a few deep breaths before licking her lips.  “Mmmmm.  All that for me?  Gwen’s going to be jealous~”

“Aw.”  They both turned to see the window being pushed open again.  “You left your toys out.  Don’t you know that it’s rude to tease a kitty with something you don’t want her playing with?”  Felicia smirked as she climbed through the window.  “Naughty, naughty spiders.”

Peter groaned.  “Can I at least have a five minute break?” he asked hopefully.

“We can discuss it after dinner,” MJ said firmly.  “And maybe after your little errand tonight.”

“Later works,” Peter said quickly.  “Later is great.”

Felicia put on a faux pout.  “You two are such buzz kills.”  Then she shrugged.  “Alright.  Business before pleasure I suppose.”


	4. Chapter 4

“You know,” Felicia purred.  “If you wanted to keep me focused on business over _pleasure_ tonight, maybe you should have stuck with your classic suit.”  Her fingers walked up Peter’s arm, making him slightly glad that he had a mask on to hide his expression.  “Because you know what seeing you in black does to me.”

Peter sighed and decided not to turn around.  He was starting to regret breaking out the old stealth suit.  “We can discuss our… relationship later.  After we make sure that a mad scientist isn’t trying to make killer clones of me.  Again.”

“I don’t know.  Having my own Spider wouldn’t be the worst thing in the world.”

Gwen sighed and rubbed her temple.  “Are you sure you don’t want us going in with you two?”

Peter shook his head as he walked to the edge of the rooftop.  The Web Corp building stood across the street, most of the windows dark in the middle of the night and the company logo glowing softly over the rooftop in front of it.  It looked almost too normal after seeing what kind of work might be going on inside.  “I doubt it’s a trap, but if something goes wrong inside, I want you two to be able to pull our asses out of the fire.”

“I think we’d all prefer that not happen,” MJ added.  “Even if that means Gwen and I end up sitting on a rooftop for a couple of hours.  Be careful, tiger.”

“Believe it or not, I’m not usually looking for trouble,” Peter deadpanned.  “It just manages to find me anyway.”

MJ just smiled and rolled up the bottom of his mask, pressing her lips briefly against his before stepping back.  “Whatever you say.”

Peter grinned and pulled his mask back down.  “Alright Cat, what’s the plan?  If you’ve been scoping the place out, you must have found a way inside already.”

Felicia chuckled.  “Am I getting that predictable?  I must be off my game.”  She pointed toward the upper floors.  “There are private conference rooms on a few of the upper floors that don’t have security cameras in them for corporate security reasons.  I can get us through one of the windows without anyone ever knowing we were here.”

Peter nodded and wrapped a hand around Felicia’s waist.  The former cat burglar smirked and leaned into him, draping her arm around his shoulder and pressing against his side as the hero fired a web line at the opposing building and they both swung across the gap.  Felicia flexed her fingers and small claws popped from the tips of her gloves, letting her hook them around the window frame and cling to the wall without her partner’s help.  “This will only take a minute.”  She pulled a thin metal bar from one of her belt pouches and carefully worked it into the small gap around the edge of the window.  The thief jimmied the bar for a few moments, sliding it back and forth until it caught on the internal latch and she forced it open.

“You’re entirely too good at that,” Peter muttered as he pried the gap wider, giving them room to crawl through into the dark boardroom.

Felicia just smirked a little wider.  “Would things be the same if I wasn’t a naughty kitty every once in a while?”

“Probably not.”  Peter wasn’t entirely sure if that was a good thing or not.  He sighed and landed lightly on the floor of the empty room.  “Any other security the naughty kitty decided to play with?”

Felicia actually laughed outright at that.  “Security mainframe is two floors down, just above the labs.  We can stop by and make sure the night guard doesn’t have anything interesting to see while we poke around.”

Peter nodded and circled the table to the doors, poking his head out into the hallway.  The lens of his mask whirred as they adjusted to the dim lighting and he tapped the side of his mask, bringing up the eye’s scanning mode.  “Looks like there’s a camera or two, but nothing we can’t get past.  Let’s try not to cause a scene if we don’t have to.”

“Please, you know me.”  Felicia stepped past him and winked.  “Cats are always light on their feet.”  She jumped up and dug her claws into the ceiling, keeping herself flush against the grey plaster as she began to crawl forward.

“Someone’s been watching me,” Peter teased as he jumped up and stuck to the ceiling next to her.  The pair slowly crawled across the ceiling, shuffling around the plastic dome around the camera lens and heading down the hallway toward the conveniently marked stairs.  He flipped down, clinging to the ceiling by his feet and silently pushed the door open before leaning back to let Felicia go first.

The black clad woman winked at him before dropping down onto the stairs.  She wrapped a line around the railing and hoped over the edge, lowering herself down over the edge and dropping out of sight.  There was a moment of silence before Peter hopped to the railing and glanced downward.  “Cat?”

“Right here, Spider.”  Felicia waved up to him from the landing two levels below.

Peter sighed and jumped into the shaft, letting himself freefall for a moment before he fired off a web and pulled himself onto the landing next to her.  “Was that necessary?”

“Oh come on.  I have to have _some_ style.”  She patted his cheek.  “You used to be more fun.  Though I suppose that responsible side of you is one of your better qualities.”

“Focus,” Peter chided her as he checked the next door.  “Hall looks the same as last time.  Where’s the server room?”

“Center of the building, away from any exterior windows.  The entrance should be just ahead.”

Peter nodded and both of them proceeded down the hall, keeping close to the walls and letting their dark outfits blend into the shadows as they crept past the cameras.  Finally, they could see a much heavier looking door with a keypad next to it, a red light blinking softly above the buttons.  “Let me try something before you start trying to take apart the lock,” the hero murmured.

He pointed up and Felicia’s eyes flicked up to a vent cover on the ceiling.  “By all means, wall crawler.”  She bowed dramatically, earning her an eye roll from Spider-man before he jumped up onto the wall and pried the grate open.  He could see a faintly glowing exit not far ahead as he wiggled into the tight passage.  “Most vents are a tight fit,” he quipped, mostly to himself, as he grunted and managed to pull himself forward.  “But did Web Corp really have to spring for the extra small?”  He grumbled as he managed to inch his way down the vent and found his way to the exit.  The next grate popped open just as easily in the face of his super strength and he finally managed to drop into the room.  The soft glow of the server banks surrounded him, but there wasn’t a single sound beyond the soft hum of the machinery.  He turned and pressed down on the handle, swinging the door open.  “I hope I didn’t keep you waiting.”

“You’ve kept me waiting entirely too long,” Cat purred as she strutted into the room.  “But I suppose I can forgive you.”  She dug a flash drive out of her utility belt and absently twirled it between her fingers before she plugged it into the access terminal.  “Just give me a minute…”  She trailed off as she focused on the screen.  Peter leaned over her shoulder, watching as she ran what looked like a fairly complicated decryption program to bypass the server’s log in.

Peter watched the program running as one of his eyebrows crept up.  “Where did you get this?”

“You think you’re the only big brain I know?” Felicia teased.  “I got in touch with some old underworld contacts and got a nice little code breaker to get me past pesky things like this.  You never know when you’ll need some good old fashion B&E to finish an investigation and everyone uses cyber security nowadays.”

The hero crossed his arms and leaned against the server bank.  “Should I be worried?”

Cat clicked her tongue as she finally bypassed the log in screen and brought up the desktop.  “Don’t you trust me?”  She smiled as she started typing.  “This should just take another minute.  And…”  She tapped a few keys and hit Enter.  “There we go.  The cameras won’t be giving us any more trouble.”

“I don’t suppose that they were nice enough to keep all of their research data conveniently on the same server?” Peter asked, a little more hopeful than he usually dared to be.

“No such luck.”

“Of course.  Well, I guess we’re going to do this the old fashion way then.”  He rolled his shoulders.  “Let’s hope they at least have a reasonable filing system.”

\------------------------------

Felicia stretched her arms back over her head as she let her decryption run again, unlocking one of the lab computers.  “Any idea where to start?”

“Start with the files you managed to get your hands on last time,” Peter said, leaning over her shoulder and trying not to look down too far.  “How did you manage to get those anyway?”

“You would be amazed how willing some of the IT guys are to pad out their salary,” Felicia purred as the computer pinged and logged her in to the administrator account.  “But I think I can manage that.  Let’s see what they’ve got.”  She brought up the file directory and tapped a few keys.  Web Corp’s filing system turned out to be remarkably similar to the one at Horizon Labs.  Not that there were that many ways to file complicated biological research, but if they were really working on something spider related and likely highly illegal, they could have put a lot more effort into hiding it.  “Tell me when you see something sufficiently science-y.”

“There!” Peter said, jabbing his finger at one of the files.  “SA-001.  There was a Subject A mentioned in the files you gave me to examine.”

Felicia just nodded and opened the files.  They were greeted with what looked like another medical file, complete with photo.  ‘Subject A’ was a girl, with a distinctly Asian look to her face and dark hair that hung down just above her shoulders.  She looked young, definitely somewhere in her early teens, and had a slightly nervous smile on her face.  “Cindy Moon…” Felicia murmured as she scrolled down.  “Well, she was a cute kid.  Wonder how she managed to end up a lab rat.”

“Looks like she’s been involved for… ten years.”  Peter’s jaw clenched under his mask.  The dates on the first file were nearly as old as Spider-man was.  Web Corp had been working on this project for who knows how much of his career and he’d never heard about it.  He hoped this was the result of the time fuck up and not something that had been lurking in his own past with him completely oblivious to yet another geneticist with a spider obsession.  The file continued with a detailed physical and then pages of detailed descriptions of spider-like powers that made Peter shiver.

Felicia clicked her tongue and leaned back, tilting her head up to meet his eye.  “You know, this kinda reminds me of your other She-Spider.  Any chance you there was a second Spider Girl we never heard of?”

“Not that I know of, but the spider vanished after it got loose.  I never found out what happened to it.”  And looking at the file that thought was starting to make him feel slightly sick.  “I’m starting to regret giving up on that.”

“Eh, you were a teenager,” Felicia said with a shrug.  “You’re allowed to make a few bad decisions.”

Peter’s shoulders sagged.  “Not when they put other people in danger, Cat.”  He reached over her shoulder and clicked another file.  Then another.  Each one was a more and more comprehensive examination of Cindy’s powers, with more than a few having comparison notes added to his own performance, apparently estimated from his many TV and newspaper appearances.  “Wait, what’s this?”  He stopped at the bottom of the fourth file.

_Subject moved to secure Web Corp tower facility for privacy.  Parental permission for extended habitation approved._

“Secure facility.  I wonder if that’s still here.”

“Only one way to find out.”  The burglar clicked through a few more files.  “Hello.  It looks like we have a live feed to a room not far from here.  Not currently running though.  Maybe our mad scientist decided to keep his favorite test subject close.”

“Only one way to find out.  Copy the files and let’s keep moving.”

\------------------------------

“It’s not my fault the vents are smaller here,” Felicia chided as she fiddled with the screws around the key pad at the door.  “It’s probably to keep their personal Spider-Girl from deciding to sneak out and poke around.”

“Assuming their not just trying to keep her prisoner.”  The electronic lock was heavy duty, but he was fairly sure that he could smash down the door with enough effort.  But there was no telling if this Cindy was as strong as he was without going over the files they had ‘borrowed’ with a fine-toothed comb.  He’d have to ask Gwen exactly how their powers compared when they were done.

The panel sparked once as Felicia bypassed the key pad and the lock winked green.  “Well, if they were, they aren’t going to be in a few minutes.  Let’s go see if anyone’s home.”  The door slid open with only a soft gust of air and the pair moved into the room as quietly as they could.

If it was supposed to be a prison, it was a remarkably pleasant one.  The room looked more like an upscale apartment than anything else, save for the total lack of windows.  The walls were painted a calm cream color and a matching carpet covered what looked like a living room.  The other side of the room moved seamlessly into a full kitchen, complete with a large fridge and suite of cabinets.

Felicia looked openly skeptical as she strutted toward the center of the room.  “Are you serious?” she said, running her hand over the soft grey sofa.  “This place looks like it could belong to one of my neighbors, and I bought my apartment with jewelry store robberies.  Seems like a little much for a lab rat.”  She turned toward the plasma screen television and rolled her eyes.  “Maybe we’ve got this one wrong.”

Peter opened his mouth to reply when he felt a familiar shock run down the back of his neck.   “Felicia!  Down!”

Black Cat didn’t need to hear more than that.  She threw herself forward, hitting the carpet as a dark human-shaped blur shot above her, going right through the air where she’d been standing a moment earlier.  The former thief growled and vaulted back to her feet, grabbing the attacker by the wrist and waistband and hurling them toward the couch.  There was a feminine yelp as the figure slammed into the seat and the impact sent the sofa tumbling over, spilling her onto the ground behind it.

She attempted to jump back to her feet, but Peter’s hand came up and fired a web line at her back.  “Hang on!  We’re not here to hurt you.  You’re Cindy, right?  Cindy Moon?”

The girl groaned and clapped her hands.  The overhead light flickered on, revealing the attacker’s face.  She was taller than her file had suggested, and her hair was long, now reaching down her back a bit, but Cindy didn’t look that different from her photos.  “Yeah.  Who are you?  How did you…”  She turned to face him and went silent. The young woman’s jaw dropped and a sound that could only be described as a squeak escaped her throat.  “Spider-man!  You’re actually Spider-man, aren’t you?!”

“Uh… yes?”

Peter was caught off-guard as Cindy shot at him, but his Spider Sense didn’t warn him as she collided with his midsection.  Her arms wrapped around him in a hug that only someone with super strength could manage.  “I’ve always wanted to meet you!”

“What?”


	5. Chapter 5

“I can’t believe you’re actually here!  I’m such a huge fan.  Did Ezekiel set this up?  Why the middle of the night?  Was it supposed to be a surprise?”

Peter just stared at the young woman clinging to his midsection and tried to figure out what to say.  Several things clicked together in his head as Cindy rambled on at him.  “Cindy, calm down for a second.  No one asked us to come here.”

Cindy looked up at him and jerked back.  “What?  Then… then who knows I’m here?  How did you find me?  Does anyone else know?!”  Her voice rose to a panicked near shout and her eyes were wide.  Her hands trembled as she released her grip on Peter.

Felicia raised an eyebrow as she watched the girl.  “Easy pipsqueak,” the cat burglar said with a droll tone.  “We found you all on our own.  Your secret hideout is still safe with us.  And I’m guessing old man Zeke isn’t big on you having friends over.”

Cindy looked between the two of them and her shoulders slumped in relief.  “Not… really.  Sometimes I get to meet the other patients when they’re around.”  She looked down and didn’t say anything for a minute.  Then she shook herself and turned to face the blonde.  “You’re… Black Cat, right?  The news said you were a hero now.  You really get to work with Spider-man?”

Felicia smirked.  “Oh yes.  We have a _very_ close partnership.”  Peter shot her a flat look over Cindy’s shoulder as the other girl tried to glare, but her blush ruined the effect.  The ex-criminal just laughed at both of them.  “But since you already seem to know so much about us, how about you fill us in on you?”

Cindy chewed her lip and looked back and forth.  “I guess that if anyone can be trusted, it’s you two.”  She flipped the couch back up with one hand and sat on the back, her feet dangling down against the cushions.  “Ezekiel has been helping me with my powers.  Keeping me safe.  He helps lots of teens who develop super abilities.”

The two crime fighters said nothing for a few moments, but Peter was the first to break the silence.  “And he does that by keeping you locked up in here?  What about the others?”

Cindy’s head shot up in surprise.  “What?  No, no!  I mean, he does keep me safe here, but that’s just me.  Web Corp has been researching meta-humans for ages.  They have a program discretely to help families with special kids get medical care or anything else they need.  Ezekiel lets me stay here to keep me away from people who might want to hurt me.”

That set Peter’s nerves off.  The last time Kraven had decided to try to hunt him like a dog through Manhattan came very prominently to mind.  “Who’s been after you for so long that hiding like this was all you could do?”

“It’s… there’s so many people who hate you and Spider-girl.  Or does she go by Spider-woman now?  The TV was never really clear on that…”  Peter drummed his fingers against his arm as Cindy trailed off.  “Right, later.  I got my powers around the same time you did, I guess.  I told my parents and at first they just wanted Ezekiel to make sure there was nothing wrong with me.  But then more and more psychos started showing up who wanted you two dead.  And if they knew there were more people out there who had your powers, we could be in danger too.”

“So you hid your powers,” Peter finished.  “I get that, I really do.  Trying to keep my family safe… it’s hard when there are people who are so twisted they’ll do anything to see you suffer.”

Cindy smiled sadly and nodded.  “Everything was fine.  I was just going to stay for a few weeks to make sure everything was fine… then my parents died.”  She crossed her arms and looked down, her eyes hidden behind her bangs.  “It was supposedly an accident.  But Ezekiel was investigating and said that it kept looking suspicious.  What if… if someone killed them?  Someone could be after me.  It’s safer here.  He set me up here to keep me safe.”

“Away from everyone else?” Peter asked, coming over and dropping down next to Cindy on the back of the couch.  “Just hiding forever?”

“I’m not a prisoner.  I could leave, but it don’t know if I can fight the same way you can.”

“Sounds like that’s your own fault,” Felicia cut in.  “Because it sounds to me like you’re more worried about staying alive than _living_.  And for what?  Because there are people who _might_ target you because you have powers like the Spider here?”  The black-clad vigilante leaned over the other side of the couch, her shoulder brushing against Cindy’s shoulder.

The Asian girl fell silent, her hands gripping the back of the couch hard enough to turn her knuckles white.  Peter put an arm around her shoulder.  “I can’t say it’s going to be easy out there.  God knows my life is never simple.  But I don’t regret living it.”

“Yeah, I’ve heard.  I follow all of your stories in the news.  I can’t believe some of them.”

Felicia’s lips curled into a smile.  “What?  Do you keep newspaper clippings of him on your wall?”  Cindy’s cheeks turned bright red and Felicia chuckled.  “Really?”

“You know, I took a lot of the pictures myself for years,” Peter added.  “For me and Spider-girl.”

Cindy’s eyes lit up and her head snapped up again.  “You’re kidding.”

“Nope.  The paper never even realized.”

The young woman broke down in giggles.  “Maybe you can sign one for me.”

“I’d be happy to.”

\------------------------------

There was silence around the table in the Spider team’s apartment after Felicia and Peter filled the others in on their discovery.  Most of the group had changed out of their costumes, save for Felicia.  The gathering could have been confused for a family chat if it weren’t for the grim looks from every seat.  “This is shady as hell,” Gwen finally said.  “A rich old man convincing a teenage girl to let him keep her safe and poking and prodding at her once he has her spirited away from everyone.”

Mary Jane shuddered.  “That sounds wrong in an entirely different way.”

“Web Corp has medical data and genetics work from who knows how many teens who are dealing with powers,” Peter cut in, trying to keep things on track.  “I almost don’t want to know what we’re going to dig out of their files.”

“Nothing good, I’m sure,” Felicia said.  “When was the last time anyone messing with super human genetics ended with anything other than some mutant abomination rampaging through the streets?”

Peter actually had to stop and think about it.  “Does turning Doctor Connors back into his human form that last time he got turned into the Lizard count?”

The tension seemed to lighten as everyone giggled.  “Alright, I’ll give you that one.”  Felicia was smiling as she leaned forward over the table.  “But I don’t think you’re going to get lucky twice.”

“We’re going to have to do _something_ about it,” Gwen agreed.  “Hopefully we can dig up something illegal enough that we can tip off the police and get the lab shut down before it all goes horribly wrong.”

“And we need to convince Cindy to get out of there before Ezekiel realizes we’re poking around,” MJ added.  “So he can’t do anything drastic.”

“I think that will be easier than you think.”  Felicia’s smile grew wider.  “Considering she’s got a little crush on our favorite Spider here.  I bet she’ll give in in no time if you pay her another visit or two.  And I’m always up for a little more breaking and entering.”

“Looking to spend some more private time with our man?” Gwen teased, a ghost of a smile crossing her lips.

“It’s not actually a bad idea,” Peter said, only half listening.  “She’s scared, not stupid.  If we can find something on Ezekiel, we should be able to convince her to leave with us.  And her testimony might be enough to get the labs searched.”

Felicia just leaned back and kicked her feet up on the empty chair across from her.  “Mmmm, now you’re speaking my language.  I’ve missed working with you when you’re being clever.  I’m not sure I like having more competition for your affections though.”

“It doesn’t need to be a competition, Felicia.”  Gwen gave the silver-haired woman and look that Peter had long since learned to associate with sleeping on the couch.  “If you’d stop trying to avoid a commitment.”

The black-clad Cat scowled.  “Maybe I don’t want to be tied down.”

Peter looked between the two.  “Could one of you two fill me in on the other half of this conversation?” he interrupted before either of them could go further.

The pair just kept staring each other while Mary Jane sighed.  “We’re all happy together, right?”  Peter nodded carefully.  “So neither of us has an issue with Felicia joining us.  But we agreed that Felicia has to actually _join_ us, not just flirt around.”

“Ah.”  The super hero looked between the two of them.  “Felicia…”

The deadlock finally broke as Felicia’s shoulders slumped.  “Peter… I love you.  But really, can you see me just settling down and living in domestic bliss?  I’ve been in this for the thrills for too long for that.”

Everyone turned to look at Peter as he burst out laughing.  “Since when have we settled down?  We run around the city in spandex and punch mad scientists in our free time.”  He cut off as he threatened to break down again, taking several deep breaths to stop himself.  “Felicia, just because we want you to be a part of our lives doesn’t mean we want you to stop being you.”

Felicia was surprisingly quiet as she looked around the table at the other three.  “You three don’t know when to give up, do you?”

Peter smiled.  “When have we ever given up?”

The former burglar half smiled and shook her head.  “Can I… spend the night here tonight?  I need to think.”

“The guest room is all yours,” Gwen said without even giving Peter the time to open his mouth.

“Thanks She-Spider.”  Felicia got to her feet and leaned over and placed a peck on Gwen’s cheek, then Peter’s.  “I’ll see you in the morning.”


	6. Chapter 6

Peter was used to getting the minimum amount of sleep necessary to actually function as a human being.  Getting to sleep at a reasonable time was usually a luxury when New York seemed to be able to spit super villains out of every dark corner and shady bar at a whim.  So waking up from a good night’s sleep after a productive day was a rare, but welcome pleasure.  Waking up alone was slightly less ideal, but the sound of water running in the master bathroom was more than enough to know where at least one of his girlfriends was.  He stretched, feeling his back pop once before he climbed out of bed and made his way toward the kitchen.

The superhero was greeted with the sight of Gwen and Felicia sitting at the kitchen island, each wearing just a white bathrobe.  Gwen’s seemed fairly normal, but apparently Felicia had picked out one that was a size too small.  A great deal of her legs was visible below the table and it didn’t quite close all the way over her chest, providing a great deal of cleavage.  Peter wondered if it was inappropriate to ogle if they had asked her to be their girlfriend the night before.  Did you even still call it asking someone out when you were in a polyamorous relationship?  Should he call it asking her to join in or something?  Then again, if Felicia had dressed like that first thing in the morning, she probably wanted stares anyway.  “Morning,” he said, waving with one hand as he crossed the room to pour himself a steaming cup of coffee.

“Morning,” Gwen replied, holding her own cup with both hands.  “You look chipper this morning.”

Peter tried to keep the smile off his face and failed.  “I have had a really good two days.  I haven’t slept this well in a while.”  He blew on the cup twice before taking a sip and glancing over to the other woman at the table.  “You two sleep alright?”

“Purrfect,” Felicia said, the corners of her lips turning up.  “Almost as nice as my bed back home.”

Peter grinned right back and Gwen rolled her eyes.  “I’ll tell Mary Jane that you appreciate her design talents.”

“I appreciate lots of things about Mary Jane,” the former burglar said, her smile growing just a hair.  “Her taste is just one of many _talents_ she has.”

Peter had to admit that he appreciated many of MJ’s talents too, physical and mental.  “So I take it that our offer is being considered positively,” he said cautiously.

Gwen shot Felicia a look across the table.  “I assume so,” the blonde said.  “But our catty friend has been keeping quiet until you woke up.”

“Aren’t you the one who said that it was rude of me to only be after Peter and that there were other people to consider?” Felicia countered.

Gwen just crossed her arms.  “There’s a difference between being considerate of our relationship and being coy to annoy me.”

Peter just sighed as the two women stared each other down for a moment.  “If we’re not actually going to resolve anything this morning,” he interjected before they could start at each other, “Maybe I should make breakfast while we wait for MJ to be done in the shower.”

Felicia pouted in a way that Peter thought was actually rather cute before throwing up her hands.  “Alright, alright.  I have an answer, but this isn’t easy for me, so keep quiet and let me talk, alright Spiders?”  Peter nodded and gave her a ‘go on’ gesture while Gwen just leaned back in her seat and waited.  “I’m bad with commitment.  I still have trouble committing to being a decent person, much less committing to a relationship.  Flirting and the occasional rooftop fling is a hell of a lot easier for me without strings attached.”

“You’re a better person than you think you are,” Peter interjected, before quickly snapping his mouth shut again.

Felicia just sighed.  “I don’t know how you managed to keep that boyish optimism after all these years.”  She tapped her fingers on the table.  “But that’s part of what makes it so damn hard not to fall in love with you.  You’re so earnest that it erases all of my better sense.  So… I’ll try.  I can’t promise that things will work, but I’ll try, if you’ll all have me.”

“We wouldn’t have asked if we didn’t love you enough to want you with us,” Gwen said softly.  “Even if you drive me absolutely crazy sometimes.”

“I can drive you crazy in all kinds of ways, She-Spider,” Felicia replied with a hasty smile, though Peter could see it waver a bit and she quickly looked away before Gwen could see her expression.

Gwen reached across the table and cuffed her on the shoulder.  “You never give up, do you, kitty cat?”

“I haven’t gotten to properly satisfy myself in much too long.”  Felicia recovered her usual cocky demeanor and leaned across the table, giving Gwen a generous eyeful of her exposed cleavage.  “Maybe I want to celebrate getting a handsome boyfriend and two sexy girlfriends.”

Okay, so maybe it was time to intervene.  “Maybe that should wait until after breakfast,” Peter interrupted as the two women once again locked eyes, but for an entirely different reason.  Somehow, he didn’t feel very confident that he was going to get a say in what happened next.  At least he’d probably enjoy it.

“Spider, haven’t you heard?”  Felicia stood up and strutted toward him, her fingers loosening the tie at her slim waste.  “Kitties love thick, creamy milk for breakfast.”  Her hand tugged once and her robe fell open, revealing her huge, full breasts and perky pink nipples.  “Aren’t you going to feed your new kitty cat properly?”

One of Peter’s eyebrows popped up.  “So you’re my pet now?”  He cut himself off as the possible meaning of his words finally hit him.  “Well not my… you know what I mean.”

“You know,” Gwen said as she stood up and shrugging her own robe off of her shoulders, ignoring Peter’s stumble.  “I’ve heard that cats can have very rough tongues.  Maybe I should help to make sure she does it right.”

Peter felt his will crumble as the two blondes advanced and Felicia’s hand ran along the crotch of his pants, tracing the curve of his rapidly hardening cock.  “Well, I guess I can’t neglect my new kitty.”

“Like what you see?” Felicia purred as she leaned against him, her huge breasts pressing against his chest through his thin nightshirt.  He could feel her nipples hardening against his body and the warmth of her skin so close to him quickly affecting him.

Peter silently considered that they might actually be the biggest out of anyone he’d dated that didn’t have an outright superhuman chest.  “Very much so.”  He cupped one breast in each of his hands, carefully lifting them up and squeezing the soft mounds.  A low moan echoed from Felicia’s mouth and she leaned back, giving him more room to massage her hefty melons.  “You are absolutely gorgeous.”

“Flatterer,” Felicia mewled.  Her words cut off with a gasp as Gwen gripped her hips from behind, catching her in a sandwich between their bodies.  Her arms wrapped around the slightly taller blonde’s waist and her fingers traced meaningless patterns on the sensitive skin of her hips and down toward her thighs.  “Ooooh, I hope you’re planning to do more than tease me, Gwen.”

The shorter woman smiled and placed a kiss on the side of Felicia’s neck.  “I can think of all sorts of things I’m going to do to you.”

“Was all the stonewalling because you actually didn’t like me having your Spider?” Felicia asked with a teasing lit in her voice.  “Or were you just angling to get in on the action the whole time?”

Gwen just kissed her neck again.  “It can’t be both?”

Peter chuckled and shook his head.  “Face it, you have to deal with all of us now,” he said with a smile.  “Still think this was a good idea?”

Felicia responded by leaning in and pressing her mouth against his.  Their lips parted slightly and he could feel her tongue dancing around his as they kissed deep.  Finally, they both had to surface for air, both smiling like idiots.  “Does that answer your question, Spider?”  The blonde licked her lips and lowered herself to her knees, bringing Gwen down with her so they were both on the floor in front of him.  “But you promised me plenty of warm milk, and I always get what I want.”

Peter reached down and helped her undo the buttons on the front of his pants.  “It’s all yours, Felicia.”

The former criminal pulled the fly open and licked her lips again as his cock eagerly sprang free from his pants.  “Oh my, I think you might actually be bigger than the last time we were together,” she cooed.  “I’ve missed this.”  She leaned forward and kissed the head of his cock, drawing a small moan.  Then she pushed herself up a little higher, letting his raging hard-on smack against the top of her breasts as she moved.  “I think you deserve some special treatment to make up for all the time we missed out on.”

It didn’t take a genius level intellect to figure out what Felicia had in mind.  “I’m all yours,” Peter said.  “If you want to put those big, sexy tits to good use, be my guest.”

Gwen smiled as her hand slid down between Felicia’s legs and the cat burglar moaned.  “Yeah, give Pete the best titfuck of his life,” she play whispered in her ear, more than loud enough for Peter to hear.

The buxom blonde didn’t need another word of encouragement.  “Pity we don’t have any proper lube, but I’ll make do,” she murmured as she guided his cock into the warm valley between her breasts.  Peter groaned as the soft mounds pressed around him and Felicia’s mouth pressed against his tip again as it emerged from the top of her cleavage.  A thin line of drool dripped from her mouth, mixing with his precum and making the tip glisten as she stroked him.

Peter groaned and ran his fingers through her hair as she wrapped her mouth around his tip and sucked, her tongue running circles around his cockhead while she used her massive breasts to jerk him off.  “We could…”  He gritted his teeth and focused on talked rather than just moaning as she gave him a damn good titjob.  “We could have done this better if you’d waited for breakfast.”

“I don’t think our needy kitty was going to wait,” Gwen teased.  Her free hand held Felicia’s midsection while the other stroked her pussy in small circles.  “You can’t feel how wet she’s getting.  She must have wanted your cock so bad.”

Peter groaned again as Gwen’s hands made Felicia moan around his cock, making her lips vibrate around his tip.  “She’s welcome to have it.  You’re just lucky I stamina is part of the power set.  Otherwise you three might actually kill me.”

Felicia was far too busy licking his cock like a lollipop to properly respond, but the sudden speed up of her jerking his cock with her tits made him fairly sure she was giving it her best shot.  The heat of her breasts and the wetness dripping down from her mouth was already starting to make his balls churn, preparing a thick load for her.  His hips started to rock with her movements, pushing the tip of his cock deeper into her mouth with each thrust.

“Mmmmm, she definitely loves that,” Gwen added.  “I bet I can make her cum before you blow your load into her eager little throat.”

Peter was starting to wonder if Gwen had always been kinky deep down, or if something had happened when things had gotten all mixed together.  Not that he was in any position to actually ask her at the moment.  “Make sure you give it to her good,” he gasped.  “She definitely deserves a good one.”

“You don’t need to tell me twice.”  The shorter blonde pushed two fingers into Felicia’s pussy and moved her other hand down to start rubbing her clit in small fast circles while she fingered her.

The cock sucking blonde groaned and lost her rhythm for a moment as her hips moved against Gwen’s insistent hands.  She moaned happily around Peter’s cock and started to suck him harder, clearly wanting to coax out his own climax as soon as she could.  Peter’s fingers curled in her hair, gripping tightly as she stroked him hard and fast, her tits bouncing wildly around his cock as he felt his cum starting to rise.  “Fuck!  I hope she’s almost ready because I don’t think I can resist that mouth for long.”

Gwen bit her lip and pressed herself harder against Felicia’s back as she plunged her fingers in deeper.  “Just a little more…  Cum for me kitty cat.  Cum while you eat Pete’s big, hot load!”

That was all it took to bring them both to the peak.  Peter grunted and pushed her head down, forcing his cock in deeper as it erupted with a massive burst of thick cum.  A second and third strand quickly followed, filling her mouth with the potent cream.  Felicia’s moaned and shuddered as Gwen’s fingers pushed her over the edge.  She desperately gulped his cum down as the pleasure raced through her body, leaving her with no thoughts in her head other than finishing the job and enjoying the reward.

Finally, all three of them slumped back, Felicia and Gwen ending up half-entangled on the floor with Gwen’s arms around Felicia’s body while Peter slumped against the counter, catching his breath.  “Fuck,” Peter finally managed to gasp.

“Well, well.”  He turned his head to see Mary Jane appear in the kitchen door.  “I see you started without me.  That won’t do.”  It also seemed that the red-haired model hadn’t bothered with a robe, unlike the other ladies of the house.  “I hope you left some for me.”

“Fuck, this might actually kill me,” Peter muttered to himself as his third girlfriend approached.


End file.
